Sec. 21.414. DISSENT TO OR ABSTENTION FROM ACTION. (a) A director of a corporation who is present at a meeting of the board of directors at which action has been taken is presumed to have assented to the action taken unless:
(1) the director's dissent or abstention has been entered in the minutes of the meeting;
(2) the director has filed a written dissent or abstention with respect to the action with the person acting as the secretary of the meeting before the meeting is adjourned; or
(3) the director has sent to the secretary of the corporation, within a reasonable time after the meeting has been adjourned, a written dissent or abstention by:
(A) certified or registered mail, return receipt requested; or
(B) other means specified in the corporation's governing documents.
(b) A director who voted in favor of an action may not dissent or abstain with respect to the action.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 11, eff. September 1, 2017.
Structure Texas Statutes
Chapter 21 - For-Profit Corporations
Subchapter I. Board of Directors
Section 21.401. Management by Board of Directors
Section 21.402. Board Member Eligibility Requirements
Section 21.403. Number of Directors
Section 21.404. Designation of Initial Board of Directors
Section 21.405. Election of Board of Directors
Section 21.406. Special Voting Rights of Directors
Section 21.407. Term of Office
Section 21.408. Special Terms of Office
Section 21.409. Removal of Directors
Section 21.4091. Resignation of Directors
Section 21.411. Notice of Meeting
Section 21.412. Waiver of Notice
Section 21.414. Dissent to or Abstention From Action
Section 21.415. Action by Directors
Section 21.416. Committees of Board of Directors
Section 21.417. Election of Officers
Section 21.418. Contracts or Transactions Involving Interested Directors and Officers